exv10w1






Exhibit 10.1









Global Banking & Markets

Bankside 3, 3rd Floor

90-100 Southwark Street

London, SE1 0SW




          22 December 2009




PRIVATE AND CONFIDENTIAL

Nordstrom Incorporated

Seattle

Attn: Rob Campbell




Dear Sir/Madam,




Our Reference: D090349757134

Re: USD 400,000,000.00 Interest Rate Swap



 The purpose of this letter agreement (this “Confirmation”) is to set out the terms and conditions
of the Transaction entered into between The Royal Bank of Scotland plc (“Party A”) and Nordstrom
Incorporated (“Party B”) on the Trade Date specified below (the “Transaction”). This Confirmation
constitutes a “Confirmation” as referred to in the Agreement specified below.



 The definitions and provisions contained in the 2006 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.



This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as
of 30 October 2007 as amended and supplemented from time to time (the “Agreement”), between Party A
and Party B. All provisions contained in the Agreement govern this Confirmation except as expressly
modified below.



The terms of the particular Transaction to which this Confirmation relates are as follows:




	 	 	 
	Notional Amount

	 	USD 400,000,000.00
	 
	 	 
	Trade Date

	 	21 December 2009 (time of trade is available
upon request)
	 
	 	 
	Effective Date

	 	23 December 2009






 









 






	 	 	 
	Termination Date

	 	15 January 2018, subject to
adjustment in accordance with the
Following Business Day Convention for all
purposes, except as otherwise stated
below.
	 
	 	 
	Fixed Amounts
	 	 
	 
	 	 
	Fixed Rate Payer

	 	Party A
	 
	 	 
	Fixed Rate Payer Payment Dates

	 	The 15 January and 15 July in each
year, commencing 15 January 2010 to and
including the Termination Date, subject
to adjustment in accordance with the
Following Business Day Convention, with
No Adjustment to Period End Dates
	 
	 	 
	Fixed Rate

	 	6.25 per cent per annum
	 
	 	 
	Fixed Rate Day Count Fraction

	 	30/360
	 
	 	 
	Business Days for Fixed Amounts

	 	London and New York
	 
	 	 
	Floating Amounts
	 	 
	 
	 	 
	Floating Rate Payer

	 	Party B
	 
	 	 
	Floating Rate Payer Payment Dates

	 	The 15 January and 15 July in each
year, commencing 15 January 2010 to and
including the Termination Date, subject
to adjustment in accordance with the
Modified Following Business Day
Convention
	 
	 	 
	Floating Rate Option

	 	USD-LIBOR-BBA
	 
	 	 
	Floating Rate for Initial Compounding Period

	 	0.231880 pct
	 
	 	 
	Designated Maturity

	 	1 month
	 
	 	 
	Spread

	 	2.856 pct
	 
	 	 
	Floating Rate Day Count Fraction

	 	Actual/360
	 
	 	 
	Flat Compounding

	 	Applicable
	 
	 	 
	Compounding Dates

	 	The 15th day of each month,
commencing 15 January 2010 to but
excluding the Termination Date subject to
adjustment in accordance with the
Modified Following Business Day
Convention






 









 






	 	 	 
	Reset Dates

	 	The first day of each Compounding Period
	 
	 	 
	Business Days for Floating Amounts

	 	London and New York
	 
	 	 
	Calculation Agent

	 	Party A or, if different, as stated in the Agreement
	 
	 	 
	Account Details
	 	 
	 
	 	 
	Account(s) for payments to Party A:

	 	As set out in our Standard Settlement Instructions
	 
	 	 
	Account(s) for payments to Party B:

	 	Any payments due to yourselves in relation to this Transaction
will be made in accordance with your Standard Settlement Instructions,
where these are held by Party A. If these are not currently held by
Party A or are not relevant to this Transaction, please advise.
	 
	 	 
	Offices
	 	 
	 
	 	 
	The Office of Party A for the Transaction is:

	 	London
	 
	 	 
	The Office of Party B for the Transaction is:

	 	Seattle






Additional
Representations



Each party represents to the other party on the Trade Date of this Transaction that (in the absence
of a written agreement between the parties that expressly imposes affirmative obligations to the
contrary for this Transaction):-



(a)
Non-Reliance.  It is acting for its own account, and it has made its own independent decisions
to enter into this
Transaction and as to whether this Transaction is appropriate or proper for it based upon its own
judgement and upon
advice from such advisers as it has deemed necessary. It is not relying, and has not relied, on any
communication
(written or oral) of the other party as investment advice or as a recommendation to enter into this
Transaction; it
being understood that information and explanations related to the terms and conditions of this
Transaction shall not
be considered investment advice or a recommendation to enter into this Transaction. No
communication (written or
oral) received from the other party shall be deemed to be an assurance or guarantee as to the
expected results of this
Transaction.



(b)
Assessment and Understanding.  It is capable of assessing the merits of and understanding (on
its own behalf or
through independent professional advice), and understands and accepts, the terms, conditions and
risks of this
Transaction. It is also capable of assuming, and assumes, the risks of this Transaction.



(c)
Status of Parties.  The other party is not acting as a fiduciary for or an adviser to it in
respect of this Transaction.




Facsimile
Signatures



The Parties acknowledge that this Confirmation has been executed by Party A by means of a
computer-based system and that such execution shall have the same legal effect as if a signature
had been manually written on such Confirmation and that each such Confirmation shall be deemed to
have been signed by Party A for the purposes of any statute or rule of law that requires such
Confirmation to be signed. The Parties acknowledge that in any legal




 









 







proceedings relating to this Confirmation, each party expressly waives any right to raise any
defence or waiver of liability based upon the execution of this Confirmation by Party A by means of
an electronically-produced signature or signatures.




Other



This Transaction has been entered into between Party B and Party A, a member of the London Stock
Exchange, authorised and regulated by the Financial Services Authority.



The time of dealing will be confirmed by Party A upon written request.



This confirmation is in final form and supersedes all previous confirmations and other
communications in respect of this Transaction and evidences a complete binding agreement between us
as to the terms of the Transaction. No hard copy versions of this Confirmation will follow.



In the event that you disagree with any part of this Confirmation, please notify us via the contact
details below, so that the discrepancy may be quickly resolved. Please note that our telephone
conversations with you may be recorded.




	 	 	 
	            Telephone:

	 	+44 (0)1782 755 040
	            Fax:

	 	+44 (0)207 085 6724
	 

	 	+44 (0)20 7085 4526
	            E-mail:

	 	gbmratesclientconfirmations@rbs.com





Please confirm that the foregoing correctly sets forth the terms of our agreement by
executing a copy of this Confirmation and returning it to us.




 









 







Yours sincerely,



Name: Michaela Tomkins

Title: Authorised Signatory



For and on Behalf of

The Royal Bank of Scotland plc




Confirmed as of the date first written








	 
	Signed:		 





Name: Robert E. Campbell

Title: Treasurer and Vice President-Investor Relations

Nordstrom Incorporated

Seattle




Counterparty Deal Reference: